Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MANNKIND CORP | v57130e8vk.htm |
| EX-4.1 - EX-4.1 - MANNKIND CORP | v57130exv4w1.htm |
| EX-4.2 - EX-4.2 - MANNKIND CORP | v57130exv4w2.htm |
| EX-1.1 - EX-1.1 - MANNKIND CORP | v57130exv1w1.htm |
| EX-99.2 - EX-99.2 - MANNKIND CORP | v57130exv99w2.htm |
| EX-99.4 - EX-99.4 - MANNKIND CORP | v57130exv99w4.htm |
| EX-99.3 - EX-99.3 - MANNKIND CORP | v57130exv99w3.htm |
| EX-99.1 - EX-99.1 - MANNKIND CORP | v57130exv99w1.htm |
EXHIBIT 5.1
D. BRADLEY PECK
(858) 550-6012
bpeck@cooley.com
(858) 550-6012
bpeck@cooley.com
August 18, 2010
MannKind Corporation
28903 North Avenue Paine
Valencia, CA 91355
28903 North Avenue Paine
Valencia, CA 91355
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the issuance by
MannKind Corporation, a Delaware corporation (the “Company”), of up to 9,000,000 shares of the
Company’s common stock, par value $0.01 (the “Shares”), pursuant to a Registration Statement on
Form S-3 (No. 333-166404) (the “Registration Statement”), filed with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the
prospectus included within the Registration Statement (the “Base Prospectus”), the preliminary
prospectus supplement dated August 16, 2010 and the final prospectus supplement dated August 18,
2010, each filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the
Act (the “Prospectus Supplements”). The Base Prospectus and Prospectus Supplements are
collectively referred to as the “Prospectus.” The Shares are to be issued by the Company as
described in the Registration Statement and the Prospectus.
In connection with this opinion, we have examined and relied upon the Registration Statement and
Prospectus, the Company’s Amended and Restated Certificate of Incorporation, as amended, its
Amended and Restated Bylaws, and the originals or copies certified to our satisfaction of such
records, documents, certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on
original documents; the conformity to originals of all documents submitted to us as copies; the
accuracy, completeness and authenticity of certificates of public officials; and the due
authorization, execution and delivery of all documents where authorization, execution and delivery
are prerequisites to the effectiveness of such documents.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when
sold in accordance with the Registration Statement and Prospectus, will be validly issued, fully
paid and nonassessable.
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
MannKind Corporation
August 18, 2010
Page Two
August 18, 2010
Page Two
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to
the filing of this opinion as an exhibit to the Registration Statement.
| Sincerely, Cooley LLP |
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| By: | /s/ D. Bradley Peck | |||
| D. Bradley Peck | ||||